Baker Bros. Advisors Lp - Jun 10, 2022 Form 4 Insider Report for Talis Biomedical Corp (TLIS)

Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
TLIS
Transactions as of
Jun 10, 2022
Transactions value $
$0
Form type
4
Date filed
6/13/2022, 05:29 PM
Previous filing
Jun 9, 2022
Next filing
Jun 13, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TLIS Non- Qualified Stock Option (right to buy) Award $0 +95K $0.00 95K Jun 10, 2022 Common Stock 95K $1.00 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 95,000 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Talis Biomedical Corporation (the "Issuer") were granted under the Issuer's 2021 Equity Incentive Plan to Felix J. Baker, managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") in his capacity as a director of the Issuer. The Stock Options with a strike price of $1.00 vest in twelve equal monthly installments over one year beginning on June 10, 2022, subject to Felix J. Baker's continued service on the board of directors of the Issuer (the "Board"). The Stock Options expire on June 9, 2032. Felix J. Baker serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds").
F2 The policies of the Funds and Baker Bros. Advisors LP (the "Adviser") do not permit full-time employees of the Adviser or managing members of the Adviser GP to receive compensation for serving as a director of the Issuer. The Funds are entitled to receive all of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).
F3 The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. The Adviser has investment and dispositive power over the Stock Options and any common stock of the Issuer received as a result of the exercise of Stock Options.
F4 Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC is a director of Talis Biomedical Corporation (the "Issuer"). By virtue of their representation on the board of directors of the Issuer (the "Board"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP resigned from the Board effective June 10, 2022. Dr. Cheong now serves as a Board Observer of the Issuer.